INET TECHNOLOGIES, INC.1998 EMPLOYEE STOCK PURCHASE PLAN

I.    PURPOSE OF THE PLAN

This Employee Stock Purchase Plan is intended to promote the interests of Inet Technologies, Inc., a Delaware corporation, by providing eligible employees
with the opportunity to acquire a proprietary interest in the Corporation through participation in a payroll-deduction based employee stock purchase plan designed to qualify under Section 423
of the Code.

Capitalized
terms herein shall have the meanings assigned to such terms in the attached Appendix.

II.    ADMINISTRATION OF THE PLAN

The Plan Administrator shall have full authority to interpret and construe any provision of the Plan and to adopt such rules and regulations for administering the
Plan as it may deem necessary in order to comply with the requirements of Code Section 423. Decisions of the Plan Administrator shall be final and binding on all parties having an interest in
the Plan.

III.    STOCK SUBJECT TO PLAN

A.    The
stock purchasable under the Plan shall be shares of authorized but unissued or reacquired Common Stock, including shares of Common Stock purchased on the open market.
The maximum number of shares of Common Stock which may be issued over the term of the Plan shall not exceed Seven Hundred Fifty Thousand (750,000) shares.

B.    Should
any change be made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change
affecting the outstanding Common Stock as a class without the Corporation's receipt of consideration, appropriate adjustments shall be made to (i) the maximum number and class of securities
issuable under the Plan, (ii) the maximum number and class of securities purchasable per Participant on any one Purchase Date and (iii) the number and class of securities and the price
per share in effect under each outstanding purchase right in order to prevent the dilution or enlargement of benefits thereunder.

IV.    OFFERING PERIODS

A.    Shares
of Common Stock shall be offered for purchase under the Plan through a series of successive offering periods until such time as (i) the maximum number of
shares of Common Stock available for issuance under the Plan shall have been purchased or (ii) the Plan shall have been sooner terminated.

B.    Each
offering period shall be of such duration (not to exceed twenty-four (24) months) as determined by the Plan Administrator prior to the start date
of such offering period. However, the initial offering period shall commence at the Effective Time and terminate on the last business day in July 2001. The next offering period shall commence
on the first business day in August 2001, and subsequent offering periods shall commence as designated by the Plan Administrator.

C.    Each
offering period shall be comprised of a series of one or more successive Purchase Intervals. Purchase Intervals shall run from the first business day in February
each year to the last business day in July of the same year and from the first business day in August each year to the last business day in January of the following year. However, the first Purchase
Interval in effect under the initial offering period shall commence at the Effective Time and terminate on the last business day in January 2000.

D.    Should
the Fair Market Value per share of Common Stock on any Purchase Date within an offering period be less than the Fair Market Value per share of Common Stock on the
start date of that offering period, then that offering period shall automatically terminate immediately after the purchase of shares of Common Stock on such Purchase Date, and a new offering period
shall

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commence on the next business day following such Purchase Date. The new offering period shall have a duration of twenty-four (24) months, unless a shorter duration is established
by the Plan Administrator within five (5) business days following the start date of that offering period.

V.    ELIGIBILITY

A.    Each
individual who is an Eligible Employee on the start date of the initial offering period under the Plan may enter that offering period on such start date or on any
subsequent Semi-Annual Entry Date within that offering period, provided he or she remains an Eligible Employee.

B.    Each
individual who is an Eligible Employee on the start date of any subsequent offering period under the Plan may enter that offering period on such start date or on any
subsequent Semi-Annual Entry Date within that offering period, provided in each case that he or she has completed at least ninety (90) days of continuous employment with the
Corporation or a Corporate Affiliate prior to such date.

C.    Each
individual who first becomes an Eligible Employee after the start date of an offering period may enter that offering period on any subsequent Semi-Annual
Entry Date within that offering period on which he or she is an Eligible Employee, provided he or she has completed at least ninety (90) days of continuous employment with the Corporation or a
Corporate Affiliate prior to such Semi-Annual Entry Date.

D.    The
date an individual enters an offering period shall be designated his or her Entry Date for purposes of that offering period.

E.    To
participate in the Plan for a particular offering period, the Eligible Employee must complete the enrollment forms prescribed by the Plan Administrator (including a
stock purchase agreement and a payroll deduction authorization) and file such forms with the Plan Administrator (or its designate) on or before his or her scheduled Entry Date.

VI.    PAYROLL DEDUCTIONS

A.    The
payroll deduction authorized by the Participant for purposes of acquiring shares of Common Stock during an offering period may be any multiple of one percent (1%) of
the Base Salary paid to the Participant during each Purchase Interval within that offering period, up to a maximum of fifteen percent (15%). The deduction rate so authorized shall continue in effect
throughout the offering period, except to the extent such rate is changed in accordance with the following guidelines:



B.    Payroll
deductions shall begin on the first pay day following the Participant's Entry Date into the offering period and shall (unless sooner terminated by the
Participant) continue through the pay day ending with or immediately prior to the last day of that offering period. The amounts so collected

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shall be credited to the Participant's book account under the Plan, but no interest shall be paid on the balance from time to time outstanding in such account. The amounts collected from the
Participant shall not be required to be held in any segregated account or trust fund and may be commingled with the general assets of the Corporation and used for general corporate purposes.

C.    Payroll
deductions shall automatically cease upon the termination of the Participant's purchase right in accordance with the provisions of the Plan.

D.    The
Participant's acquisition of Common Stock under the Plan on any Purchase Date shall neither limit nor require the Participant's acquisition of Common Stock on any
subsequent Purchase Date, whether within the same or a different offering period.

VII.    PURCHASE RIGHTS

A.Grant of Purchase Right.A Participant shall be granted a separate purchase right for each offering period in which he or
she participates. The purchase right shall be granted on the Participant's Entry Date into the offering period and shall provide the Participant with the right to purchase shares of Common Stock, in a
series of successive installments over the remainder of such offering period, upon the terms set forth below. The Participant shall execute a stock purchase agreement embodying such terms and such
other provisions (not inconsistent with the Plan) as the Plan Administrator may deem advisable.

Under
no circumstances shall purchase rights be granted under the Plan to any Eligible Employee if such individual would, immediately after the grant, own (within the meaning of Code
Section 424(d)) or hold outstanding options or other rights to purchase, stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the
Corporation or any Corporate Affiliate.

B.Exercise of the Purchase Right.Each purchase right shall be automatically exercised in installments on each successive
Purchase Date within the offering period, and shares of Common Stock shall accordingly be purchased on behalf of each Participant (other than Participants whose payroll deductions have previously been
refunded pursuant to the Termination of Purchase Right provisions below) on each such Purchase Date. The purchase shall be effected by applying the Participant's payroll deductions for the Purchase
Interval ending on such Purchase Date to the purchase of whole shares of Common Stock at the purchase price in effect for the Participant for that Purchase Date.

C.Purchase Price.The purchase price per share at which Common Stock will be purchased on the Participant's behalf on each
Purchase Date within the offering period shall be equal to eighty-five percent (85%) of thelowerof (i) the Fair Market Value per
share of Common Stock on the Participant's Entry Date into that offering period or (ii) the Fair Market Value per share of Common Stock on that Purchase Date.

D.Number of Purchasable Shares.The number of shares of Common Stock purchasable by a Participant on each Purchase Date
during the offering period shall be the number of whole shares obtained by dividing the amount collected from the Participant through payroll deductions during the Purchase Interval ending with that
Purchase Date by the purchase price in effect for the Participant for that Purchase Date. However, the maximum number of shares of Common Stock purchasable per Participant on any one Purchase Date
shall not exceed One Thousand (1,000) shares, subject to periodic adjustments in the event of certain changes in the Corporation's capitalization. In addition, the maximum aggregate number of shares
of Common Stock purchasable by all Participants on any one Purchase Date shall not exceed One Hundred Eighty-Seven Thousand Five Hundred (187,500) shares, subject to periodic adjustments in the event
of certain changes in the Corporation's capitalization.

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E.Excess Payroll Deductions.Any payroll deductions not applied to the purchase of shares of Common Stock on any Purchase
Date because they are not sufficient to purchase a whole share of Common Stock shall be held for the purchase of Common Stock on the next Purchase Date. However, any payroll deductions not applied to
the purchase of Common Stock by reason of the limitation on the maximum number of shares purchasable on the Purchase Date shall be promptly refunded.

F.Termination of Purchase Right.The following provisions shall govern the termination of outstanding purchase rights:



G.Corporate Transaction.Each outstanding purchase right shall automatically be exercised, immediately prior to the
effective date of any Corporate Transaction, by applying the payroll deductions of each Participant for the Purchase Interval in which such Corporate Transaction occurs to the

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purchase of whole shares of Common Stock at a purchase price per share equal to eighty-five percent (85%) of thelowerof (i) the
Fair Market Value per share of Common Stock on the Participant's Entry Date into the offering period in which such Corporate Transaction occurs or (ii) the Fair Market Value per share of Common
Stock immediately prior to the effective date of such Corporate Transaction. However, the applicable limitations on the number of shares of Common Stock purchasable per Participant and in the
aggregate shall continue to apply to any such purchase.

The
Corporation shall use its best efforts to provide at least ten (10)-days prior written notice of the occurrence of any Corporate Transaction, and Participants shall,
following the receipt of such notice, have the right to terminate their outstanding purchase rights prior to the effective date of the Corporate Transaction.

H.Proration of Purchase Rights.Should the total number of shares of Common Stock to be purchased pursuant to outstanding
purchase rights on any particular date exceed the number of shares then available for issuance under the Plan, the Plan Administrator shall make a pro-rata allocation of the available
shares on a uniform and nondiscriminatory basis, and the payroll deductions of each Participant, to the extent in excess of the aggregate purchase price payable for the Common Stock
pro-rated to such individual, shall be refunded.

I.Assignability.The purchase right shall be exercisable only by the Participant and shall not be assignable or transferable
by the Participant.

J.Stockholder Rights.A Participant shall have no stockholder rights with respect to the shares subject to his or her
outstanding purchase right until the shares are purchased on the Participant's behalf in accordance with the provisions of the Plan and the Participant has become a holder of record of the purchased
shares.

VIII.    ACCRUAL LIMITATIONS

A.    No
Participant shall be entitled to accrue rights to acquire Common Stock pursuant to any purchase right outstanding under this Plan if and to the extent such accrual,
when aggregated with (i) rights to
purchase Common Stock accrued under any other purchase right granted under this Plan and (ii) similar rights accrued under other employee stock purchase plans (within the meaning of Code
Section 423) of the Corporation or any Corporate Affiliate, would otherwise permit such Participant to purchase more than Twenty-Five Thousand Dollars ($25,000) worth of stock of
the Corporation or any Corporate Affiliate (determined on the basis of the Fair Market Value per share on the date or dates such rights are granted) for each calendar year such rights are at any time
outstanding.

B.    For
purposes of applying such accrual limitations to the purchase rights granted under the Plan, the following provisions shall be in effect:



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C.    If
by reason of such accrual limitations, any purchase right of a Participant does not accrue for a particular Purchase Interval, then the payroll deductions which the
Participant made during that Purchase Interval with respect to such purchase right shall be promptly refunded.

D.    In
the event there is any conflict between the provisions of this Article and one or more provisions of the Plan or any instrument issued thereunder, the provisions of
this Article shall be controlling.

IX.    EFFECTIVE DATE AND TERM OF THE PLAN

A.    The
Plan was adopted by the Board on July 22, 1998 and shall become effective at the Effective Time,providedno
purchase rights granted under the Plan shall be exercised, and no shares of Common Stock shall be issued hereunder, until (i) the Plan shall have been approved by the stockholders of the
Corporation and (ii) the Corporation shall have complied with all applicable requirements of the 1933
Act (including the registration of the shares of Common Stock issuable under the Plan on a Form S-8 registration statement filed with the Securities and Exchange Commission), all
applicable listing requirements of any stock exchange (or the Nasdaq National Market, if applicable) on which the Common Stock is listed for trading and all other applicable requirements established
by law or regulation. In the event such stockholder approval is not obtained, or such compliance is not effected, within twelve (12) months after the date on which the Plan is adopted by the
Board, the Plan shall terminate and have no further force or effect, and all sums collected from Participants during the initial offering period hereunder shall be refunded.

B.    Unless
sooner terminated by the Board, the Plan shall terminate upon theearliestof (i) the last business day in
July 2009, (ii) the date on which all shares available for issuance under the Plan shall have been sold pursuant to purchase rights exercised under the Plan or (iii) the date on
which all purchase rights are exercised in connection with a Corporate Transaction. No further purchase rights shall be granted or exercised, and no further payroll deductions shall be collected,
under the Plan following such termination.

X.    AMENDMENT/TERMINATION OF THE PLAN

A.    The
Board may alter, amend, suspend or terminate the Plan at any time to become effective immediately following the close of any Purchase Interval. However, the Plan may
be amended or terminated immediately upon Board action, if and to the extent necessary to assure that the Corporation will not recognize, for financial reporting purposes, any compensation expense in
connection with the shares of Common Stock offered for purchase under the Plan, should the financial accounting rules applicable to the Plan at the Effective Time be subsequently revised so as to
require the recognition of compensation expense in the absence of such amendment or termination.

B.    In
no event may the Board effect any of the following amendments or revisions to the Plan without the approval of the Corporation's stockholders: (i) increase the
number of shares of Common Stock issuable under the Plan or the maximum number of shares purchasable per Participant on any one Purchase Date, except for permissible adjustments in the event of
certain changes in the Corporation's capitalization, (ii) alter the purchase price formula so as to reduce the purchase price payable for the shares of Common Stock purchasable under the Plan
or (iii) modify eligibility requirements for participation in the Plan.

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XI.    GENERAL PROVISIONS

A.    Nothing
in the Plan shall confer upon the Participant any right to continue in the employ of the Corporation or any Corporate Affiliate for any period of specific
duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any Corporate Affiliate employing such person) or of the Participant, which rights are hereby expressly
reserved by each, to terminate such person's employment at any time for any reason, with or without cause.

B.    All
costs and expenses incurred in the administration of the Plan shall be paid by the Corporation; however, each Plan Participant shall bear all costs and expenses
incurred by such individual in the sale or other disposition of any shares purchased under the Plan.

C.    The
provisions of the Plan shall be governed by the laws of the State of Texas without resort to that State's conflict-of-laws rules.

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Schedule A

Corporations Participating in  Employee Stock Purchase PlanAs of the Effective Time

Inet
Technologies, Inc.

INET
Global, Limited (United Kingdom)

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APPENDIX

The following definitions shall be in effect under the Plan:

A.Base Salaryshall mean the regular base salary paid to a Participant by one or more Participating Corporations during such
individual's period of participation in one or more offering periods under the Plan, calculated before deduction of (A) any income or employment tax withholdings or (B) any
pre-tax contributions made by the Participant to any Code Section 401(k) salary deferral plan or any Code Section 125 cafeteria benefit program now or hereafter established
by the Corporation or any Corporate Affiliate. The following items of compensation shallnotbe included in Base Salary: (i) all overtime
payments, bonuses, commissions (other than those functioning as base salary equivalents), profit-sharing distributions and other incentive-type payments and (ii) any and all
contributions (other than Code Section 401(k) or Code Section 125 contributions) made on the Participant's behalf by the Corporation or any Corporate Affiliate under any employee benefit
or welfare plan now or hereafter established.

B.Boardshall mean the Corporation's Board of Directors.

C.Codeshall mean the Internal Revenue Code of 1986, as amended.

D.Common Stockshall mean the Corporation's common stock.

E.Corporate Affiliateshall mean any parent or subsidiary corporation of the Corporation (as determined in accordance with
Code Section 424), whether now existing or subsequently established.

F.Corporate Transactionshall mean either of the following stockholder-approved transactions to which the Corporation is a
party:



G.Corporationshall mean Inet Technologies, Inc., a Delaware corporation, and any corporate successor to all or
substantially all of the assets or voting stock of Inet Technologies, Inc. which shall by appropriate action adopt the Plan.

H.Effective Timeshall mean the time at which the Underwriting Agreement is executed and finally priced. Any Corporate
Affiliate which becomes a Participating Corporation after such Effective Time shall designate a subsequent Effective Time with respect to its employee-Participants.

I.Eligible Employeeshall mean any person who is employed by a Participating Corporation on a basis under which he or she is
regularly expected to render more than twenty (20) hours of service per week for more than five (5) months per calendar year for earnings considered wages under Code
Section 3401(a).

J.Entry Dateshall mean the date an Eligible Employee first commences participation in the offering period in effect under
the Plan. The earliest Entry Date under the Plan shall be the Effective Time.

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K.Fair Market Valueper share of Common Stock on any relevant date shall be determined in accordance with the following
provisions:



L.1933 Actshall mean the Securities Act of 1933, as amended.

M.Participantshall mean any Eligible Employee of a Participating Corporation who is actively participating in the Plan.

N.Participating Corporationshall mean the Corporation and such Corporate Affiliate or Affiliates as may be authorized from
time to time by the Board to extend the benefits of the Plan to their Eligible Employees. The Participating Corporations in the Plan are listed in attached Schedule A.

O.Planshall mean the Corporation's 1998 Employee Stock Purchase Plan, as set forth in this document.

P.Plan Administratorshall mean the committee of two (2) or more Board members appointed by the Board to administer
the Plan.

Q.Purchase Dateshall mean the last business day of each Purchase Interval. The initial Purchase Date shall be
January 31, 2000.

R.Purchase Intervalshall mean each successive six (6)-month period within the offering period at the end of which there
shall be purchased shares of Common Stock on behalf of each Participant.

S.Semi-Annual Entry Dateshall mean the first business day in February and August each year on which an Eligible
Employee may first enter an offering period.

T.Stock Exchangeshall mean either the American Stock Exchange or the New York Stock Exchange.

U.Underwriting Agreementshall mean the agreement between the Corporation and the underwriter or underwriters managing the
initial public offering of the Common Stock.

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